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                                                                     EXHIBIT 3.2
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                            WHITEHALL JEWELLERS, INC.

                                    ARTICLE I

                              STOCKHOLDERS MEETINGS

                  SECTION 1.1  ANNUAL MEETINGS.

                  An annual meeting of stockholders shall be held for the
election of directors at such date, time and place as may be fixed by resolution
of the Board of Directors from time to time.

                  SECTION 1.2 SPECIAL MEETINGS. Special meetings of stockholders
for any purpose or purposes may be called at any time only by the Chairman of
the Board, if any, the President, the Board of Directors or by a majority of the
Board of Directors, and by no other person. The business transacted at a special
meeting of stockholders shall be limited to the purpose or purposes for which
such meeting is called, except as otherwise determined by the Board of Directors
or the chairman of the meeting.

                  SECTION 1.3 NOTICE OF MEETINGS. A written notice of each
annual or special meeting of stockholders shall be given stating the place, date
and time of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Unless otherwise provided by law, the
Certificate of Incorporation or these By-laws, as such may be amended or
restated from time to time, such notice of meeting shall be given not less than
ten nor more than 60 days before the date of the meeting to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be given when deposited in the mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation.

                  SECTION 1.4 ADJOURNMENTS. Any annual or special meeting of
stockholders may be adjourned from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
date, time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting any business may be transacted
which might have been transacted at the original meeting. If the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the adjourned meeting in
accordance with Section 1.3.

                  SECTION 1.5 QUORUM. Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, as such may be amended or
restated from time to time, the presence in person or by proxy of the holders of
stock having a majority of the votes which could be cast by the holders of all
outstanding stock entitled to vote at the meeting shall constitute a quorum at
each meeting of stockholders. In the absence of a quorum, the stockholders so
present may, by the affirmative vote of the holders of stock having a majority
of the votes which could be


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cast by all such holders, adjourn the meeting from time to time in the manner
provided in Section 1.4 of these By-laws until a quorum is present. If a quorum
is present when a meeting is convened, the subsequent withdrawal of
stockholders, even though less than a quorum remains, shall not affect the
ability of the remaining stockholders lawfully to transact business.

                  SECTION 1.6 ORGANIZATION. Meetings of stockholders shall be
presided over by the Chairman of the Board, if any, or if there is none or in
his or her absence, by the President, or in his or her absence, by a chairman
designated by the Board of Directors, or in the absence of such designation by a
chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his or her absence the chairman of the meeting may appoint any
person to act as secretary of the meeting.

                  SECTION 1.7  VOTING.

                  (a) Except as otherwise provided by the Certificate of
Incorporation, as such may be amended or restated from time to time, each
stockholder entitled to vote at any meeting of stockholders shall be entitled to
one vote for each share of stock held by such stockholder which has voting power
on the matter in question.

                  (b) Voting at meetings of stockholders need not be by written
ballot and need not be conducted by inspectors of election unless so required by
Section 1.9 of these By-laws or so determined by the holders of stock having a
majority of the votes which could be cast by the holders of all outstanding
stock entitled to vote which are present in person or by proxy at such meeting.
Unless otherwise provided in the Certificate of Incorporation, as such may be
amended or restated from time to time, directors shall be elected by a plurality
of the votes cast in the election of directors. Each other question shall,
unless otherwise provided by law, the Certificate of Incorporation or these
By-laws, as such may be amended or restated from time to time, be decided by the
vote of the holders of stock having a majority of the votes which could be cast
by the holders of all stock entitled to vote on such question which are present
in person or by proxy at the meeting.

                  (c) Stock of the Corporation standing in the name of another
corporation and entitled to vote may be voted by such officer, agent or proxy as
the by-laws or other internal regulations of such other corporation may
prescribe or, in the absence of such provision, as the board of directors or
comparable body of such other corporation may determine.

                  (d) Stock of the Corporation standing in the name of a
deceased person, a minor, an incompetent or a debtor in a case under Title 11,
United States Code, and entitled to vote may be voted by an administrator,
executor, guardian, conservator, debtor-in-possession or trustee, as the case
may be, either in person or by proxy, without transfer of such shares into the
name of the official or other person so voting.



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                  (e) A stockholder whose voting stock of the Corporation is
pledged shall be entitled to vote such stock unless on the transfer records of
the Corporation the pledgor has expressly empowered the pledgee to vote such
shares, in which case only the pledgee, or such pledgee's proxy, may represent
such shares and vote thereon.

                  (f) If voting stock is held of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or if two or more
persons have the same fiduciary relationship respecting the same shares, unless
the Secretary is given written notice to the contrary and is furnished with a
copy of the instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall have the
following effect: (i) if only one votes, such act binds all; (ii) if more than
one vote, the act of the majority so voting binds all; and (iii) if more than
one votes, but the vote is evenly split on any particular matter each faction
may vote such stock proportionally, or any person voting the shares, or a
beneficiary, if any, may apply to the Court of Chancery of the State of Delaware
or such other court as may have jurisdiction to appoint an additional person to
act with the persons so voting the stock, which shall then be voted as
determined by a majority of such persons and the person appointed by the Court.
If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even split for the purpose of this subsection shall be
a majority or even split in interest.

                  (g) Stock of the Corporation belonging to the Corporation, or
to another corporation a majority of the shares entitled to vote in the election
of directors of which are held by the Corporation, shall not be voted at any
meeting of stockholders and shall not be counted in the total number of
outstanding shares for the purpose of determining whether a quorum is present.
Nothing in the Section 1.7 shall limit the right of the Corporation to vote
shares of stock of the Corporation held by it in a fiduciary capacity.

                  SECTION 1.8  PROXIES.

                  (a) Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for such stockholder
by proxy filed with the Secretary before or at the time of the meeting. No such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing with the Secretary an instrument in
writing revoking the proxy or another duly executed proxy bearing a later date.

                  (b) A stockholder may authorize another person or persons to
act for such stockholder as proxy (i) by executing a writing authorizing such
person or persons to act as such, which execution may be accomplished by such
stockholder or such stockholder's authorized officer, director, partner,
employee or agent (or, if the stock is held in a trust or estate, by a trustee,
executor or administrator thereof) signing such writing or causing his or her
signature to be affixed to such writing by any reasonable means, including, but
not limited to, facsimile signature, or (ii) by transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic transmission
(a "Transmission") to the person who will be the holder of the proxy or to a
proxy solicitation firm, proxy support service organization or like agent duly



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authorized by the person who will be the holder of the proxy to receive such
Transmission; provided that any such Transmission must either set forth or be
submitted with information from which it can be determined that such
Transmission was authorized by such stockholder.

                  (c) Any inspector or inspectors appointed pursuant to Section
1.9 of these By-Laws shall examine Transmissions to determine if they are valid.
If no inspector or inspectors are so appointed, the Secretary or such other
person or persons as shall be appointed from time to time by the Board of
Directors shall examine Transmissions to determine if they are valid. If it is
determined a Transmission is valid, the person or persons making that
determination shall specify the information upon which such person or persons
relied. Any copy, facsimile telecommunication or other reliable reproduction of
such a writing or Transmission may be substituted or used in lieu of the
original writing or Transmission for any and all purposes for which the original
writing or Transmission could be used; provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or Transmission.

                  SECTION 1.9  VOTING PROCEDURES AND INSPECTORS OF ELECTIONS.

                  (a) If the Corporation has a class of voting stock that is (i)
listed on a national securities exchange, (ii) authorized for quotation on an
interdealer quotation system of a registered national securities association or
(iii) held of record by more than 2,000 stockholders, the Board of Directors
shall, in advance of any meeting of stockholders, appoint one or more inspectors
(individually an "Inspector," and collectively the "Inspectors") to act at such
meeting and make a written report thereof. The Board of Directors may designate
one or more persons as alternate Inspectors to replace any Inspector who shall
fail to act. If no Inspector or alternate is able to act at such meeting, the
chairman of the meeting shall appoint one or more other persons to act as
Inspectors. Each Inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
Inspector with strict impartiality and according to the best of his or her
ability.

                  (b) The Inspectors shall (i) ascertain the number of shares of
stock of the Corporation outstanding and the voting power of each, (ii)
determine the number of shares of stock of the Corporation present in person or
by proxy at such meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
Inspectors and (v) certify their determination of the number of such shares
present in person or by proxy at such meeting and their count of all votes and
ballots. The Inspectors may appoint or retain other persons or entities to
assist them in the performance of their duties.

                  (c) The date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at a meeting shall
be announced at such meeting. No ballots, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the Inspectors after the
closing of the polls unless the Court of Chancery of the State of Delaware upon
application by any stockholder shall determine otherwise.

                  (d) In determining the validity and counting of proxies and
ballots, the Inspectors shall be limited to an examination of the proxies, any
envelopes submitted with such



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proxies, any information referred to in paragraphs (b) and (c) of Section 1.8 of
these By-laws, ballots and the regular books and records of the Corporation,
except that the Inspectors may consider other reliable information for the
limited purpose of reconciling proxies and ballots submitted by or on behalf of
banks, brokers, their nominees or similar persons which represent more votes
than the holder of a proxy is authorized by a stockholder of record to cast or
more votes than such stockholder holds of record. If the Inspectors consider
other reliable information for the limited purpose permitted herein, the
Inspectors, at the time they make their certification pursuant to paragraph (b)
of this Section 1.9, shall specify the precise information considered by them,
including the person or persons from whom such information was obtained, when
and the means by which such information was obtained and the basis for the
Inspectors' belief that such information is accurate and reliable.

                  SECTION 1.10  FIXING DATE OF DETERMINATION OF STOCKHOLDERS OF 
RECORD.

                  (a) In order that the corporation may determine the
stockholders entitled (i) to notice of or to vote at any meeting of stockholders
or any adjournment thereof, (ii) to receive payment of any dividend or other
distribution or allotment of any rights, (iii) to exercise any rights in respect
of any change, conversion or exchange of stock or (iv) to take, receive or
participate in any other action, the Board of Directors may fix a record date,
which shall not be earlier than the date upon which the resolution fixing the
record date is adopted by the Board of Directors and which (1) in the case of a
determination of stockholders entitled to notice of or to vote at any meeting of
stockholders or adjournment thereof, shall, unless otherwise required by law, be
not more than 60 nor less than ten days before the date of such meeting; (2) in
the case of a determination of stockholders entitled to express consent to
corporate action in writing without a meeting, shall be not more than ten days
after the date upon which the resolution fixing the record date is adopted by
the Board of Directors; and (3) in the case of any other action, shall be not
more than 60 days before such action.

                  (b) If no record date is fixed, (i) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; and (ii) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

                  (c) A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting, but the Board of Directors may fix a new record date for the
adjourned meeting.

                  SECTION 1.11 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The
Secretary shall prepare, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall also be produced and kept at



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the time and place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

                  SECTION 1.12  STOCKHOLDER PROPOSALS AND BOARD NOMINATIONS.

                  (a) At any annual meeting of the Corporation's stockholders,
only such business shall be conducted as shall have been properly brought before
the meeting. To be properly brought before an annual meeting, business must be
(i) specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by a stockholder in accordance
with these By-laws. Business may be properly brought before an annual meeting by
a stockholder only if written notice of the stockholder's intent to propose such
business has been delivered, either by personal delivery, United States mail,
first class postage prepaid, or other similar means, to the Secretary of the
Corporation not later than 90 calendar days in advance of the anniversary date
of the release of the Corporation's proxy statement to stockholders in
connection with the preceding year's annual meeting of stockholders, except that
if no annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement, a stockholder
proposal shall be received by the Corporation a reasonable time before the
solicitation is made.

                  (b) Each notice of new business must set forth: (i) the name
and address of the stockholder who intends to raise the new business; (ii) the
business desired to be brought forth at the meeting and the reasons for
conducting such business at the meeting; (iii) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
with respect to such business and intends to appear in person or by proxy at the
meeting to move the consideration of such business; (iv) such stockholder's
total beneficial ownership of the Corporation's voting stock; and (v) such
stockholder's interest in such business. The chairman of the meeting may refuse
to acknowledge a motion to consider any business that he determines was not made
in compliance with the foregoing procedures.

                  (c) An adjourned meeting, if notice of the adjourned meeting
is not required to be given to stockholders, shall be regarded as a continuation
of the original meeting, and any notice of new business must meet the foregoing
requirements based upon the date on which notice of the date of the original
meeting was given. In the event of an adjourned meeting where notice of the
adjourned meeting is required to be given to stockholders, any notice of new
business made by a stockholder with respect to the adjourned meeting must meet
the foregoing requirements based upon the date on which notice of the date of
the adjourned meeting was given.

                  (d) Nominations for the election of directors may be made by
the Board of Directors or a committee appointed by the Board of Directors or by
any stockholder entitled to vote in the election of directors generally.
However, any stockholder entitled to vote in the election of directors may
nominate one or more persons for election as director(s) at a meeting only if
written notice of such stockholder's intent to make such nomination or
nominations has been delivered, either by personal delivery, United States mail,
first class postage prepaid, or other


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similar means, to the Secretary of the Corporation not later than (i) with
respect to an election to be held at an annual meeting of stockholders, 90
calendar days in advance of the anniversary date of the release of the
Corporation's proxy statement to stockholders in connection with the preceding
year's annual meeting of stockholders, except that if no annual meeting was held
in the previous year or the date of the annual meeting has been changed by more
than 30 calendar days from the date contemplated at the time of the previous
year's proxy statement, a nominee proposal shall be received by the Corporation
a reasonable time before the solicitation is made, and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, the close of business on the 10th day following the date on which
notice of such meeting is first given to stockholders.

                  (e) Each such notice shall set forth: (i) the name and address
of the stockholder who intends to make the nomination and of the person or
persons to be nominated; (ii) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (iii) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (v) the consent of each nominee
to serve as a director of the Corporation if so elected.


                                   ARTICLE II

                               BOARD OF DIRECTORS

                  SECTION 2.1 NUMBER. The Board of Directors shall consist of
such number of directors as may be determined from time to time by resolution of
the Board of Directors.

                  SECTION 2.2  ELECTION; RESIGNATION; VACANCIES.

                  (a) At each annual meeting at which the term of office of a
class of directors expires, the stockholders shall elect directors of such class
each to hold office until the annual meeting at which the terms of office of
such class of directors expire and the election and qualification of his or her
successor, or until his or her earlier death, resignation or removal.

                  (b) Any director may resign at any time by giving written
notice to the Chairman of the Board, if any, the President or the Secretary.
Unless otherwise stated in a notice of resignation, it shall take effect when
received by the officer to whom it is directed, without any need for its
acceptance.

                  (c) Any newly created directorship or any vacancy occurring in
the Board of Directors for any reason may be filled by a majority of the
remaining directors, although less than a quorum. Each director elected to
replace a former director shall hold office until the expiration


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of the term of office of the director whom he or she has replaced and the
election and qualification of his or her successor, or until his or her earlier
death, resignation or removal. A director elected to fill a newly created
directorship shall serve until the annual meeting at which the term of office of
the class of directors to which he or she is assigned expires, the election and
qualification of his or her successor, or until his or her earlier death,
resignation or removal.

                  SECTION 2.3 REGULAR MEETINGS. A regular annual meeting of the
Board of Directors shall be held, without call or notice, immediately after and
at the same place as the annual meeting of stockholders, for the purpose of
organizing the Board of Directors, electing officers and transacting any other
business that may properly come before such meeting. Additional regular meetings
of the Board of Directors may be held without call or notice at such times as
shall be fixed by resolution of the Board of Directors.

                  SECTION 2.4 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, if any, the President, the
Secretary, or by a majority of the Board of Directors. Notice of a special
meeting of the Board of Directors shall be given by the person or persons
calling the meeting at least twenty-four hours before the special meeting. The
purpose or purposes of a special meeting need not be stated in the call or
notice.

                  SECTION 2.5 ORGANIZATION. Meetings of the Board of Directors
shall be presided over by the Chairman of the Board, if any, or if there is none
or in his or her absence, by the President, or in his or her absence by a
chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his or her absence the chairman of the meeting may appoint any
person to act as secretary of the meeting. A majority of the directors present
at a meeting, whether or not they constitute a quorum, may adjourn such meeting
to any other date, time or place without notice other than announcement at the
meeting.

                  SECTION 2.6 QUORUM; VOTE REQUIRED FOR ACTION. At all meetings
of the Board of Directors a majority of the whole Board of Directors shall
constitute a quorum for the transaction of business. Unless the Certificate of
Incorporation or these By-laws, as such may be amended or restated from time to
time, otherwise provide, the vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

                  SECTION 2.7 COMPENSATION COMMITTEE. Two or more directors of
the Corporation shall be appointed by the Board of Directors to act as a
Compensation Committee, each of whom shall be a director who is not an employee
of the Corporation or any subsidiary thereof. The Compensation Committee shall
have the power and authority to set the compensation of the officers and other
associates of the Corporation and shall possess the power and authority to act
with respect to the compensation, option and other benefit plans of the
Corporation. The Compensation Committee shall also recommend fees to be paid to
members of the Board of Directors for services to the Corporation.

                  SECTION 2.8 AUDIT COMMITTEE. Two or more directors of the
Corporation shall be appointed by the Board of Directors to act as an Audit
Committee, each of whom shall be a director who is not an employee of the
Corporation or any subsidiary thereof. The Audit Committee shall have general
oversight responsibility with respect to the Corporation's financial reporting.
In performing its oversight responsibility, the Audit Committee shall make



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recommendations to the Board of Directors as to the selection, retention, or
change in the independent accountants of the Corporation, review with the
independent accountants the scope of their examination and other matters
(relating to both audit and non-audit activities), and review generally the
internal auditing procedures of the Corporation. In undertaking the foregoing
responsibilities, the Audit Committee shall have unrestricted access, if
necessary, to the Corporation's personnel and documents and shall be provided
with the resources and assistance necessary to discharge its responsibilities,
including periodic reports from management assessing the impact of regulation,
accounting, and reporting of other significant matters that may affect the
Corporation. The Audit Committee shall review the financial reporting and
adequacy of internal controls of the Corporation, consult with the internal
auditors and certified public accountants, and from time to time, but not less
than annually, report to the Board of Directors.

                  SECTION 2.9 OTHER COMMITTEES. The Board of Directors may from
time to time, in its discretion, by resolution passed by a majority of the
entire Board of Directors, designate other committees of the Board of Directors
(including, without limitation, a Nominating Committee) consisting of such
number of directors as the Board of Directors shall determine, which shall have
and may exercise such lawfully delegable powers and duties of the Board of
Directors as shall be conferred or authorized by such resolution. The Board of
Directors shall have the power to change at any time the members of any such
committee, to fill vacancies and to dissolve any such committee.

                  SECTION 2.10 ALTERNATES. The Board of Directors may from time
to time designate from among the directors alternates to serve on any committee
of the Board of Directors to replace any absent or disqualified member at any
meeting of such committee. Whenever a quorum cannot be secured for any meeting
of any committee from among the regular members thereof and designated
alternates, the member or members of such committee present at such meeting and
not disqualified from voting, whether or not constituting a quorum, may
unanimously appoint another director to act at such meeting in place of any
absent or disqualified member.

                  SECTION 2.11 QUORUM AND MANNER OF ACTING-COMMITTEES. A
majority of the members of any committee of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of such
committee, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of such committee.

                  SECTION 2.12 COMMITTEE CHAIRMAN, BOOKS AND RECORDS, ETC. The
chairman of each committee of the Board of Directors shall be selected from
among the members of such committee by the Board of Directors.

                  Each committee shall keep a record of its acts and
proceedings, and all actions of each committee shall be reported to the Board of
Directors when required.

                  Each committee shall fix its own rules of procedure not
inconsistent with these By-laws or the resolution of the Board of Directors
designating such committee and shall meet at such times and places and upon such
call or notice as shall be provided by such rules.



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                  SECTION 2.13 TELEPHONIC MEETINGS. Directors, or any committee
of directors designated by the Board of Directors, may participate in a meeting
of the Board of Directors or such committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 2.8 shall constitute presence in person at such meeting.

                  SECTION 2.14 INFORMAL ACTION BY DIRECTORS. Unless otherwise
restricted by the Certificate of Incorporation or these By-laws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board of Directors or such committee, as the case may be, consent thereto in
writing (which may be in counterparts), and the written consent or consents are
filed with the minutes of proceedings of the Board of Directors or such
committee.

                  SECTION 2.15 RELIANCE UPON RECORDS. Every director, and every
member of any committee of the Board of Directors, shall, in the performance of
his or her duties, be fully protected in relying in good faith upon the records
of the Corporation and upon such information, opinions, reports or statements
presented to the Corporation by any of its officers or employees, or committees
of the Board of Directors, or by any other person as to matters the director or
member reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation, including, but not limited to, such records, information, opinions,
reports or statements as to the value and amount of the assets, liabilities
and/or net profits of the Corporation, or any other facts pertinent to the
existence and amount of surplus or other funds from which dividends might
properly be declared and paid, or with which the Corporation's capital stock
might properly be purchased or redeemed.

                  SECTION 2.16 INTERESTED DIRECTORS. A director who is directly
or indirectly a party to a contract or transaction with the Corporation, or is a
director or officer of or has a financial interest in any other corporation,
partnership, association or other organization which is a party to a contract or
transaction with the Corporation, may be counted in determining whether a quorum
is present at any meeting of the Board of Directors or a committee thereof at
which such contract or transaction is considered or authorized, and such
director may participate in such meeting and vote on such authorization to the
extent permitted by applicable law, including Section 144 of the General
Corporation Law of the State of Delaware.

                  SECTION 2.17 COMPENSATION. Unless otherwise restricted by the
Certificate of Incorporation, as such may be amended or restated from time to
time, the Board of Directors shall have the authority to fix the compensation of
directors. The directors shall be paid their reasonable expenses, if any, of
attendance at each meeting of the Board of Directors or a committee thereof and
may be paid a fixed sum for attendance at each such meeting and an annual
retainer or salary for services as a director or committee member. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

                  SECTION 2.18 PRESUMPTION OF ASSENT. Unless otherwise provided
by the laws of the State of Delaware, a director who is present at a meeting of
the Board of Directors or a committee thereof at which action is taken on any
matter shall be presumed to have assented to the action taken unless his or her
dissent shall be entered in the minutes of such meeting or unless


<PAGE>   11


he or she shall file his or her written dissent to such action with the person
acting as secretary of such meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary immediately after the
adjournment of such meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.


                                   ARTICLE III

                                    OFFICERS

                  SECTION 3.1 NUMBER AND DESIGNATION. The officers of the
Corporation shall be a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary and a Treasurer, and such Assistant Secretaries,
Assistant Treasurers or other officers or agents as may be elected or appointed
by the Board of Directors. Any two or more offices may be held by the same
person unless the Certificate of Incorporation or these By-laws provide
otherwise.

                  SECTION 3.2 ELECTION AND TERM OF OFFICE. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after the election of directors. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as may be convenient. Vacancies may be filled or new
offices created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his or her successor shall have been duly
elected and shall have qualified or until his or her earlier death, resignation
or removal.

                  SECTION 3.3 REMOVAL AND RESIGNATION. Any officer or agent
elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any officer or agent may resign at any
time by giving written notice to the Board of Directors, to the Chairman of the
Board or to the Secretary. Any such resignation shall take effect at the time of
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective.

                  SECTION 3.4 VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise may be filled by the
Board of Directors for the unexpired portion of the term.

                  SECTION 3.5 CHAIRMAN OF THE BOARD. The Chairman of the Board
shall be the chief executive officer of the Corporation and shall in general
supervise and control all of the business and affairs of the Corporation. The
Chairman of the Board may execute, alone or with the Secretary or any other
officer of the Corporation authorized by the Board of Directors, any deeds,
mortgages, bonds, contracts or other instruments which the Board of Directors or
a committee thereof has authorized to be executed, except in cases where the
execution thereof shall be expressly delegated by the Board of Directors or a
committee thereof or by these By-laws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise executed, and in
general he or she shall perform all duties incident to the office of Chairman of
the Board and such other duties as from time to time may be prescribed by the
Board of Directors or 


<PAGE>   12


a committee thereof. When present, he or she shall preside at all meetings of
the stockholders and of the Board of Directors.

                  SECTION 3.6 PRESIDENT. The President shall be the chief
operating officer of the Corporation, second only to the Chairman of the Board.
In the absence of the Chairman of the Board or in the event of his or her
inability to act as Chairman of the Board, the President shall perform the
duties of the Chairman of the Board and, when so acting, shall have all the
powers of, and be subject to all the restrictions placed upon the Chairman of
the Board. He or she may execute, alone or with the Secretary or any other
officer of the Corporation authorized by the Board of Directors, any deeds,
mortgages, bonds, contracts or other instruments which the Board of Directors or
a committee thereof has authorized to be executed, except in cases where the
execution thereof shall be expressly delegated by the Board of Directors or a
committee thereof or by these By-laws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise executed, and in
general he or she shall perform all duties incident to the office of President
and such other duties as from time to time may be prescribed by the Chairman of
the Board, the Board of Directors or a committee thereof.

                  SECTION 3.7 THE VICE PRESIDENTS. In the absence of the
President or in the event of his or her inability to act, the Vice President (or
in the event there shall be more than one Vice President, the Vice Presidents in
the order determined by the Board of Directors or, if there shall have been no
such determination, then in the order of their election) shall perform the
duties of the President and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Board of Directors may
also designate certain Vice Presidents as being in charge of designated
divisions, plants or functions of the Corporation's business and add appropriate
descriptions to their titles. In addition, any Vice President shall perform such
duties as from time to time may be assigned to him or her by the Chairman of the
Board, the President or the Board of Directors.

                  SECTION 3.8 THE SECRETARY. The Secretary shall (a) keep the
minutes of proceedings of the stockholders, the Board of Directors and any
committee of the Board of Directors in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these By-laws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation; (d) affix the seal of the
Corporation or a facsimile thereof, or cause it to be affixed, and, when so
affixed, attest the seal by his or her signature, to all certificates for shares
of capital stock of the Corporation prior to the issue thereof and to all other
documents the execution of which on behalf of the Corporation under its seal is
duly authorized by the Board of Directors or otherwise in accordance with the
provisions of these By-laws; (e) keep a register of the post office address of
each stockholder, director or committee member, which shall be furnished to the
Secretary by such stockholder, director or member; (f) have general charge of
the stock transfer books of the Corporation; and (g) in general perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him or her by the Chairman of the Board, the President
or the Board of Directors.

                  SECTION 3.9 THE TREASURER. The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the Corporation,
receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, deposit all such moneys in the name of the Corporation in
such banks, trust companies or other depositories as shall be selected 


<PAGE>   13



in accordance with the provisions of Article IV of these By-laws, disburse the
funds of the Corporation as ordered by the Board of Directors or the Chairman of
the Board or as otherwise required in the conduct of the business of the
Corporation and render to the Chairman of the Board, President or the Board of
Directors, upon request, an accounting of all his or her transactions as
Treasurer and a report on the financial condition of the Corporation. The
Treasurer shall in general perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him or
her by the Chairman of the Board, President or the Board of Directors.

                  SECTION 3.10 ASSISTANT TREASURERS AND SECRETARIES. In the
absence of the Secretary or the Treasurer, as the case may be, or in the event
of his or her inability to act, the Assistant Secretaries and the Assistant
Treasurers, respectively, in the order determined by the Board of Directors (or
if there shall have been no such determination, then in the order of their
election), shall perform the duties and exercise the powers of the Secretary or
the Treasurer, as the case may be. In addition, the Assistant Secretaries and
the Assistant Treasurers shall, in general, perform such duties as may be
assigned to them by the Chairman of the Board, the President, the Secretary, the
Treasurer or the Board of Directors.

                  SECTION 3.11 SALARIES. The salaries of the officers and agents
of the Corporation shall be fixed from time to time by the Board of Directors or
by such officer as it shall designate for such purpose. No officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a director of the Corporation.

                  SECTION 3.12 APPOINTMENTS. In addition to the elected officers
described above, the Chairman of the Board may from time to time designate
persons to be appointed Vice Presidents or bear such other title or titles as
the Chairman of the Board shall specify. The powers and duties of each such
appointed person shall be as prescribed by the Chairman of the Board from time
to time. Such appointed persons shall not be deemed elected or executive
officers of the Corporation. Each such appointed person shall serve until the
successor thereof is appointed or until the earlier resignation or removal of
such appointed person.


                                   ARTICLE IV

                        STOCK CERTIFICATES AND TRANSFERS

                  SECTION 4.1 CERTIFICATE. Every holder of stock shall be
entitled to have a certificate signed by or in the name of the Corporation by
the Chairman of the Board, if any, or the President or a Vice President, and by
the Secretary or an Assistant Secretary, of the Corporation, certifying the
number of shares owned by such stockholder in the Corporation. Any of or all the
signatures on the certificate may be facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if such officer, transfer agent, or registrar continued
to be such at the date of issue.



<PAGE>   14


                  SECTION 4.2 LOST, STOLEN OR DESTROYED CERTIFICATES; ISSUANCE
OF NEW CERTIFICATES. The Corporation may issue a new certificate for stock in
the place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or such stockholder's legal
representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

                  SECTION 4.3 TRANSFERS OF STOCK. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for stock
of the Corporation duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer or, if the relevant stock
certificate is claimed to have been lost, stolen or destroyed, upon compliance
with the provisions of Section 4.2 of these By-laws, and upon payment of
applicable taxes with respect to such transfer, and in compliance with any
restrictions on transfer applicable to such stock certificate or the shares
represented thereby of which the Corporation shall have notice and subject to
such rules and regulations as the Board of Directors may from time to time deem
advisable concerning the transfer and registration of stock certificates, the
Corporation shall issue a new certificate or certificates for such stock to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books. Transfers of stock shall be made only on the books of the
Corporation by the registered holder thereof or by such holder's attorney or
successor duly authorized as evidenced by documents filed with the Secretary or
transfer agent of the Corporation. Whenever any transfer of stock shall be made
for collateral security, and not absolutely, it shall be so expressed in the
entry of transfer if, when the certificate or certificates representing such
stock are presented to the Corporation for transfer, both the transferor and
transferee request the Corporation to do so.

                  SECTION 4.4 STOCKHOLDERS OF RECORD. The Corporation shall be
entitled to treat the holder of record of any stock of the Corporation as the
holder thereof and shall not be bound to recognize any equitable or other claim
to or interest in such stock on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise required by the
laws of the State of Delaware.


                                    ARTICLE V

                                     NOTICES


                  SECTION 5.1 MANNER OF NOTICE. Except as otherwise provided by
law, the Certificate of Incorporation or these By-laws, as such may be amended
or restated from time to time, whenever notice is required to be given to any
stockholder, director or member of any committee of the Board of Directors, such
notice may be given by personal delivery or by depositing it, in a sealed
envelope, in the United States mails, first class, postage prepaid, addressed,
or by delivering it to a telegraph company, charges prepaid, for transmission,
or by transmitting it via telecopier, to such stockholder, director or member,
either at the address of such stockholder, director or member as it appears on
the records of the Corporation or, in the case of such a director or member, at
his or her business address; and such notice shall be deemed to be given at the
time when it is thus personally delivered, deposited, delivered or transmitted,
as



<PAGE>   15



the case may be. Such requirement for notice shall also be deemed satisfied,
except in the case of stockholder meetings, if actual notice is received orally
or by other writing by the person entitled thereto as far in advance of the
event with respect to which notice is being given as the minimum notice period
required by law or these By-laws.

                  SECTION 5.2  DISPENSATION WITH NOTICE.

                  (a) Whenever notice is required to be given by law, the
Certificate of Incorporation or these By-laws, as such may be amended or
restated from time to time, to any stockholder to whom (i) notice of two
consecutive annual meetings of stockholders, and all notices of meetings of
stockholders or of the taking of action by stockholders by written consent
without a meeting to such stockholder during the period between such two
consecutive annual meetings, or (ii) all, and at least two, payments (if sent by
first class mail) of dividends or interest on securities of the Corporation
during a 12-month period, have been mailed addressed to such stockholder at the
address of such stockholder as shown on the records of the Corporation and have
been returned undeliverable, the giving of such notice to such stockholder shall
not be required. Any action or meeting which shall be taken or held without
notice to such stockholder shall have the same force and effect as if such
notice had been duly given. If any such stockholder shall deliver to the
Corporation a written notice setting forth the then current address of such
stockholder, the requirement that notice be given to such stockholder shall be
reinstated.

                  (b) Whenever notice is required to be given by law, the
Certificate of Incorporation or these By-laws, as such may be amended or
restated from time to time, to any person with whom communication is unlawful,
the giving of such notice to such person shall not be required, and there shall
be no duty to apply to any governmental authority or agency for a license or
permit to give such notice to such person. Any action or meeting which shall be
taken or held without notice to any such person with whom communication is
unlawful shall have the same force and effect as if such notice had been duly
given.

                  SECTION 5.3 WAIVERS OF NOTICE. Any written waiver of notice,
signed by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of any regular special meeting of the stockholders, directors, or
members of a committee or directors need be specified in any written waiver of
notice.


                                   ARTICLE VI

                                 INDEMNIFICATION

                  SECTION 6.1  RIGHT TO INDEMNIFICATION.

                  (a) The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by law as in effect on the date of adoption of these
By-laws or as they may thereafter be



<PAGE>   16


amended or restated from time to time, any person who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
any action by or in the right of the Corporation) (a "proceeding") by reason of
the fact that he or she, or a person for whom he or she is the legal
representative, is or was a director, officer or employee of the Corporation or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture or other
enterprise, against any and all liability and loss (including judgments, fines,
penalties and amounts paid in settlement) suffered or incurred and expenses
reasonably incurred by such person (including attorneys' fees and related
expenses); provided that any standard of conduct applicable to whether a
director or officer may be indemnified shall be equally applicable to an
employee under this Article VI. The Corporation shall not be required to
indemnify a person in connection with a proceeding initiated by such person,
including a counterclaim or crossclaim, unless the proceeding was authorized by
the Board of Directors.

                  (b) For purposes of this Article VI: (i) any reference to
"other enterprise" shall include all plans, programs, policies, agreements,
contracts and payroll practices and related trusts for the benefit of or
relating to employees of the Corporation and its related entities ("employee
benefit plans"); (ii) any reference to "fines", "penalties", "liability" and
"expenses" shall include any excise taxes, penalties, claims, liabilities and
reasonable expenses (including reasonable legal fees and related expenses)
assessed against or incurred by a person with respect to any employee benefit
plan; (iii) any reference to "serving at the request of the Corporation" shall
include any service as a director, officer, employee or agent of the Corporation
or trustee or administrator of any employee benefit plan which imposes duties
on, or involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants, beneficiaries,
fiduciaries, administrators and service providers; (iv) any reference to serving
at the request of the Corporation as a director, officer, employee or agent of a
partnership or trust shall include service as a partner or trustee; and (v) a
person who acted in good faith and in a manner he or she reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" for purposes of this Article VI.

                  SECTION 6.2 PREPAYMENT OF EXPENSES. The Corporation may pay or
reimburse the reasonable expenses incurred in defending any proceeding in
advance of its final disposition if the Corporation has received in advance an
undertaking by the person receiving such payment or reimbursement to repay all
amounts advanced if it should be ultimately determined that he or she is not
entitled to be indemnified under this Article VI or otherwise. The Corporation
may require security for any such undertaking.

                  SECTION 6.3 CLAIMS. If a claim for indemnification or payment
of expenses under this Article VI is not paid in full within 30 days after a
written claim therefor has been received by the Corporation, the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the Corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

                  SECTION 6.4 INSURANCE. The Corporation may purchase and
maintain insurance on its own behalf and on behalf of any person who is or was a
director, officer or employee of the


<PAGE>   17



Corporation or was serving at the request of the Corporation as a director,
officer or employee of another corporation, partnership, joint venture, trust or
other enterprise (including service with respect to any employee benefit plan)
against any liability asserted against him and incurred by him in any such
capacity, whether or not the Corporation would have the power to indemnify such
person against such liability under this Article VI.

                  SECTION 6.5 NON-EXCLUSIVITY OF RIGHTS. The rights conferred on
any person by this Article VI shall not be exclusive of any other rights which
such person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation or these By-laws, as such may be amended or
restated from time to time, agreement, vote of stockholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer or employee and shall inure to the benefit of the heirs,
executors, administrators and personal representatives of such a person.

                  SECTION 6.6 OTHER INDEMNIFICATION. The Corporation's
obligation, if any, to indemnify any person who was or is serving at its request
as a director, officer, employee, partner or agent of another corporation,
partnership, joint venture or other enterprise shall be reduced by any amount
such person may collect as indemnification from such other corporation,
partnership, joint venture or other enterprise.

                  SECTION 6.7 AMENDMENT OR REPEAL. Any repeal or modification of
the foregoing provisions of this Article VI shall not adversely affect any right
or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.

                  SECTION 6.8 MERGER OR CONSOLIDATION. For purposes of this
Article VI, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees, so that any person who is or was a director,
officer or employee of such a constituent corporation, or is or was serving at
the request of such a constituent corporation as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise
(including service with respect to any employee benefit plan), shall stand in
the same position under this Article VI with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

                  SECTION 6.9 INDEMNIFICATION OF AGENTS. The Corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification and to the advancement of expenses to any agent of the
Corporation to the fullest extent of the provisions of this Article VI with
respect to the indemnification and advancement of expenses of directors,
officers and employees of the Corporation.






<PAGE>   18


                                   ARTICLE VII

                                     GENERAL

                  SECTION 7.1 FISCAL YEAR. The fiscal year of the Corporation
shall be determined by resolution of the Board of Directors. Absent such
determination, the fiscal year of the Corporation shall end on January 1 of each
year.

                  SECTION 7.2 SEAL. The corporate seal shall have the name of
the Corporation inscribed thereon and shall be in such form as may be approved
from time to time by the Board of Directors.

                  SECTION 7.3 FORM OF RECORDS. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

                  SECTION 7.4 AMENDMENT OF BY-LAWS BY THE BOARD OF DIRECTORS.
These By-Laws may be altered, amended or repealed, or new By-Laws may be
adopted, by the affirmative vote of a majority of the directors present at any
regular or special meeting of the Board of Directors at which a quorum is
present.

                  SECTION 7.5 AMENDMENT OF THE BY-LAWS BY THE STOCKHOLDERS.
These By-laws may be altered, amended or repealed, or new By-Laws may be
adopted, by the affirmative vote of the holders of seventy five percent (75%) of
the shares of the capital stock of the Corporation issued and outstanding and
entitled to vote at any regular meeting of the stockholders or at any special
meeting of the stockholders, provided notice of such alternation, amendment,
repeal or adoption of new By-laws shall have been stated in the notice of such
meeting.